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18-04 Resolution RECORD OF RESOLUTIONS Dayton Legal Blank, Inc.. Form No. 30045 __.._____....___n__________..___.._..___..____n__ Resolution No. Passed .20_ A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT WITH DUBLIN SOCCER LEAGUE (DSL) WHEREAS, an Agreement has been developed with the input of various community soccer interests; and WHEREAS, the proposed Agreement with DSL will be the first of several steps and Agreements to ensure a full allegiance to non-select recreational soccer and that all soccer programs provided on City facilities will be done so in the most ethical and business-like manner possible; NOW, THEREFORE, BE IT RESOLVED by the Council ofthe City of Dublin, State of Ohio, -1- of the elected members concurring that: Section 1. The City Manager is hereby authorized to enter in the Agreement with the Dublin Soccer League (DSL) as presented and with any changes directed by Council. Section 2. That the City Manager is to continue developing similar Agreements with a Middle Tier Organization, Ohio Premier, and Ohio Football Clubs, respectively, for Council review and approval. Section 3. That the City Manager is to develop (a) similar Agreement( s) with the Dublin Youth Athletics and its associated organization. Section 4. This Resolution shall take effect and be in force on the earliest date permitted by law. Passed this ~ day of -Apt J . I ,2004 ~~ Mayor - Presiding Officer ATTEST: ~a. C!....f ~~ A Clerk of Council Page 1 of8 DECLARATION OF MUTUAL SUPPORT AND AGREEMENT CITY OF DUBLIN THIS AGREEMENT, entered into as ofthis _ day of _,2004, by and between the City of Dublin (hereinafter referred to as the "City") and the Dublin Soccer League (hereinafter referred to as the "DSL"), 37 West Bridge Street, Dublin, Ohio, 43017. WHEREAS, the City recognizes the value of recreational activities for its residents, and has supported and endorsed community organizations that provide recreational activities to Dublin residents; and WHEREAS, DSL is a non-profit community organization in existence in Dublin for many years and long recognized by the City as its partner in providing outdoor "non-select" soccer programs for the Dublin community; and WHEREAS, the City and DSL wish to assure that their successful partnership continues to thrive, so that the Dublin community can continue to enjoy the many benefits of recreational "non-select" soccer activities provided by Dublin community volunteers. ARTICLE I - OBJECTIVES The Dublin City Council and the Dublin Soccer League Board of Directors, in reliance on their mutual covenants and agreements herein contained agree to the following objectives: A. To give every eligible youth in the City of Dublin and the Dublin School District the opportunity to participate in organized, "non-select" soccer programs. B. To surround these programs with such safeguards as to warrant confidence in the integrity and administration of the Dublin Soccer League C. To protect and promote the interests ofthe youth and adult "non-select" participants. D. To educate participants, especially youth, in proper moral, mental and physical values so that they may become assets to their community. E. To provide participation opportunities without regard to the race, color, creed, age, or national origin of the player, guardian, coach or official. F. To promote fair play and good sportsmanship in a safe environment so that players of all ages may have fun playing the game of soccer. ARTICLE II - RESPONSIBILITIES A. DSL shall accomplish the following: 1. Provide a full range of "non-select" soccer programs for Dublin area youth of all ages, skills, and abilities, administering "non-select" programs consistent with the requirements of the United States Youth Soccer Association, while recognizing that recreational soccer is its primary objective. Page 2 of8 2. Establish and enforce rules and regulations for conduct of its programs, including the conduct of parents, participants, volunteers, and officials. 3. Develop a dispute resolution procedure to be used by parents, participants, or others with disagreements regarding the application of these rules and regulations, or the conduct ofDSL programs or those of its affiliates. 4. Maintain its offices within the City limits. All DSL Board members will be residents of Dublin, or reside within the Dublin School District. DSL Board meetings will continue to be open to the public, consistent with DSL bylaws. 5. Maintain its non-profit status and assure continued non-profit status of its affiliates, and maintain its membership or sanctioning by the United States Youth Soccer Association or other sanctioning body, as may be deemed by the DSL Board to be in the best interest of the organization. 6. Provide its annual tax statement, and those of its affiliates forreview/auditbythe City, and provide proof of insurance coverage to the City at amounts deemed satisfactory to the City and include the City as an additional insured. 7. Assure compliance with any legal requirements for operation of its programs, including notification and/or background checks of volunteers regularly alone with children. 8. Assume all responsibility for the conduct of its employees, agents, officers, officials, volunteers, or others in the conduct of its programs and activities. 9. Provide goals, nets, and other equipment necessary for its programs, along with marking of fields, and provide training, and coaches, officials and other personnel necessary for its programs and activities, through use of volunteers, affiliates, or contractors. 10. Meet with designated City representatives on a regular basis to review playing field and park conditions. 11. Comply with and communicate City rules and regulations regarding conduct in City parks during periods of DSL use. 12. Obtain all permits from the City necessary for use of playing fields and support facilities. 13. Schedule and coordinate the use of those playing fields designated by the City for use by DSL (the "Permitted Fields") during the spring and fall program periods. DSL will also schedule and coordinate the use of the Permitted Fields by "middle tier" program(s) (i.e. GOYSL), "select" clubs (i.e. Ohio Premier and Ohio Football Club) and others not affiliated with these Dublin based soccer programs which have obtained permission from the City pursuant to Article VI of this Agreement, where these needs are not in conflict with DSL programs. DSL expressly pledges to accommodate requests from other Dublin community youth organizations, which have obtained permission from the City, where such requests do not conflict with DSL activities, or with playing field integrity. 14. Any equipment or capital improvements received through City Bed Tax Funds grants shall become property of the City, and will be used by DSL consistent with the terms of this agreement and other applicable rules and regulations of the City. 15. DSL is organized exclusively for charitable, religious, educational, and scientific purposes, including for such purposes, the making of distributions to organizations that Page 3 of 8 qualify as exempt organizations under Section 501 (c) (3) ofthe Internal Revenue Code, or corresponding section of any future federal tax code. 16. No part of the net earnings ofDSL shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that DSL shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance ofthe purposes set forth in Article II hereof. No substantial part of the activities ofDSL shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and DSL shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision ofthese articles, DSL shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code. 17. Upon the dissolution of DSL, assets shall be distributed for one or more purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of DSL is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. 18. Dublin Soccer League's programs are intended to be a supplement and complement to those programs offered by school systems. All coaches within the organization are directed to encourage the participation of their players in Dublin City Schools' sports programs. No coach shall interfere in any manner with any child's participation in any Dublin City Schools' sports program under pain of removal as coach with the Dublin Soccer League organization, or such other penalty as the Board of Directors or the Committee of Ethics shall decide. B. The City shall accomplish the following: 1. Provide a representative of the City to serve as a voting member of the DSL Board of Directors. 2. Keep DSL informed as to proposed approved capital improvements, which may affect DSL programs, activities, and ability to provide service. 3. Consider the input of DSL for the development of the City's capital improvement program. 4. Consider all DSL applications for permits necessary to secure the use of those playing fields designated by the City for use by DSL. The City may issue permits for supporting facilities. Agreements may be entered into regarding the use of concession stands. 5. Maintain all City playing fields in good playable condition, and meet with DSL representatives regularly to jointly review field conditions, scheduled uses and mutual Page 4 of 8 needs. 6. Waive all fees associated with the use of City playing fields and supporting facilities permitted for use by DSL. DSL may not sub-lease any City facility without the City's permission. The City reserves the right to charge fee( s) for subleases permitted by the City and for services provided by the City. 7. Enforce the terms of this Agreement. ARTICLE III - ORGANIZATION 1. The DSL will insure its bylaws reflect the organizational structure presented in this Article. 2. A Board of Directors shall govern the DSL. a. The DSL Board of Directors shall be comprised ofthe following eight (8) members, five (5) of which are voting members, three (3) of which are ex-officio/non-voting members: 1. Two (2) at-large representatives of the members of the Dublin Soccer League. "Members" consist of any parent and/or guardian who paid a fee for any child/adult to participate. To be an active member, the individual must have paid a fee in the current year (year just completed). Voting privileges shall be accorded fee-paying members ofDSL. The term ofthe at-large representatives shall be for two years. 11. Two (2) parent/volunteer coaches ofDSL. These may be a Head Coach or Assistant Coach. The term shall be for two years. 111. One (1) representative ofthe City of Dublin, to be determined by the City of Dublin. IV. One (1) ex-officio/non-voting representative of the "Middle Tier" organization, to be determined by that organization. v. One (1) ex-officio/non-voting representative of the Ohio Premier (OP), to be determined by OP. VI. One (1) ex-officio/non-voting representative of the Ohio Football Club (OFC), to be determined by OFC. b. The DSL membership will elect the two at-large representatives and the two parent/volunteer coach representatives for "staggered" terms. The method by which elections are conducted, ood vacancies filled, and terms staggered will be specified in the DSL bylaws. c. At the first meeting in January of each year, the members of the Board of Directors shall elect a Chair and Vice Chair by majority vote. 1. The duties of the Chair shall be to: preside at all meetings; serve as an ex- officio member of all sub/committees; possess signatory authority as may be necessary; and perform such other duties as may be required in the DSL bylaws or as assigned by the Board of Directors 11. The duties of the Vice Chair shall be to: preside at all meetings in the absence of the Chair; when delegated serve as an ex-officio member of sub/committees; possess necessary signatory authority in the absence ofthe Chair; and perform such other duties as may be required in the DSL bylaws or assigned by the Board of Directors. Page 5 of8 d. DSL will have a contractual full-time Executive Director. The Executive Director will: 1. Serve as the Secretary to the Board of Directors: keep correct records of all meetings, attend to all correspondence; provide notification of all meetings and maintain all important documents. 11. Serve as Treasurer of the DSL. Have custody of and signatory authority over all DSL funds. Receive, account for and properly expend funds in accordance with the approved budget and in accordance with the direction ofthe Board of Directors. Develop, present and seek approval of an annual budget from the Board of Directors. Develop and present accurate budget reports to the Board of Directors on a monthly basis. 111. Develop and manage all DSL programs. IV. Keep track and maintain memberships and membership information. v. Ensure, manage and lead appropriate staffing with employees, volunteers and contractors. VI. Coordinate all scheduling of field usage with the City of Dublin, "select" organizations and other users. Vll. Serve as an ex-officio member of sub/committees. Vlll. Receive, investigate and present all grievances from DSL members to the Board of Directors. IX. Perform such other duties as may be prescribed or assigned by the Board of Directors. x. Maintain appropriate certifications, license and membership/affiliations as prescribed by the Board of Directors. Xl. Maintain the confidence of the Board of Directors. e. The Board of Directors may establish Standing Committees, Subcommittees, Advisory Councils Task Forces and volunteer or contractual "directors" as deemed necessary or appropriate to provide advice, policy recommendations and/or to conduct certain business of the DSL as specified by the Board of Directors. f. The transition of the existing DSL governing board to the Board of Directors specified herein shall occur in the following manner: The existing board will continue to function until December 31, 2004. The existing President, Vice- President, City of Dublin Representative and DSL Executive Director will develop and implement the election process for the new Board of Directors in order that the new Board be elected and become effective January 1, 2005. ARTICLE IV - SELECT SOCCER "Select" soccer programs are those programs in which players are permitted or denied participation based upon an evaluation of the participants' soccer skills. The City recognizes two club soccer programs in the City of Dublin - Ohio Football Club (OFC) and Ohio Premier (OP). The DSL will develop and execute Agreements with OFC and OP defining the relationship, arrangements and services provided to and from these organizations. To the extent that these organizations rely on and/or use City facilities, the City of Dublin will review and be signatory to said Agreements and thereby "permit" them to use City facilities. The purpose of these Page 60f8 Agreements is to memorialize the relationships, roles, responsibilities, arrangements, services and payment of funds between and among these organizations. These organizations will adhere to the philosophy that general recreational soccer is the City's highest priority for use of playing fields and its access will be balanced against DSL programs, "Middle Tier" programs, club programs (OFC & OP), other Dublin youth/adult sports and events "permitted" or otherwise authorized by the City. ARTICLE V - MIDDLE TIER PROGRAM The City of Dublin will recognize one "middle tier" soccer program provider ("MTO"). "Middle Tier" soccer program is a program that provides recreational soccer playing opportunities at a higher level of competition than general recreation but at a level of less expense, commitment, competition and travel than the carded "select" or elite club teams. This program will be developed and organized as a 501(c)(3) entity/organization separate from DSL, OP and OFC. The MTO will be afforded access to City playing fields, which access will be scheduled and coordinated through DSL for its programs. The DSL will develop and execute an agreement (the Middle Tier Agreement) defining the relationship, arrangements and services provided to and from the MTO. To the extent that the MTO relies on and/or uses City facilities, the City of Dublin will review and be signatory to the Middle Tier Agreement and thereby "permit" the MTO to use City facilities. The purpose of the Middle Tier Agreement is to memorialize the relationships, roles, responsibilities, arrangements, services and payment of funds between and among the MTO and DSL. The MTO will adhere to the philosophy that general recreational soccer is the City's highest priority for use of playing fields and that access to the playing fields will be balanced against DSL programs, "Middle Tier" programs, club programs (OFC & OP), other Dublin youth/adult sports and other events "permitted" or otherwise authorized by the City. To insure a smooth transition from the existing "recreation p1us/GOYSL" programming to the new MTO, DSL will continue to provide "recreation plus/GOYSL" programming through the end of the Spring 2005 season at which time the new MTO will provide this service. ARTICLE VI - TOURNAMENTS, CAMPS/CLINICS, SPECIAL EVENTS The DSL will present any and all tournaments and camps/clinics or other special events outside the scope of basic recreational soccer programming to be conducted on City property to the City of Dublin for review and approval. DSL must have the permission ofthe City of Dublin prior to committing to any such activity/event to be conducted on City facilities. The City of Dublin staff will form a committee of relevant parties to develop, evaluate and coordinate tournaments, camps/clinics and other special events proposed for City facilities. ARTICLE VII - FACILITIES FUND FEE The Dublin Soccer League (DSL), Ohio Premier (OP) and Ohio Football Club (OFC) have collected a "Facilities Fund Fee" from their respective members. Facilities Fund Fees collected by OP and OFC have been transferred to DSL and consolidated with those Facilities Fund Fees also collected by DSL. DSL places these Facilities Fund Fees in a "Facilities Fund". The total balance of this fund is $193,700 as of December 31,2003. Additional Facilities Fund Fees will be Page 7 of8 collected in 2004 and in the spring season of2005. All Facilities Fund Fees collected by DSL, OP, OFC and the new MTO through the spring of 2005 will be transferred to and placed in the DSL Facilities Fund. These Facilities Funds were collected for the purpose of expanding, improving, supporting, maintaining and/or equipping City-owned soccer facilities that are used by or for the benefit ofDSL, OP and OFC members. It shall remain the intent ofDSL, OP, OFC and the MTO that these and any additional/future Facilities Fund Fees collected shall be used for this purpose. The DSL Board and City staff will develop and present to Dublin City Council no later than December 31, 2004 a proposed plan for the use of these funds. These funds will be used to expand, improve, support, maintain and/or equip City-owned soccer facilities and any such expansions, improvements, support, maintenance and/or equipment shall become the property of the City of Dublin. Any ongoing application of a Facilities Fund Fee by the DSL, MTO, OP and OFC beyond the spring 2005 season must first have the approval of Dublin City Council. ARTICLE VIII - TERMS AND INTERPRETATION The initial term of this Agreement shall be for five (5) years. This Agreement will automatically renew for a five-year period, and for successive five-year periods thereafter, absent the declaration of a party not to renew. The City may non-renew or terminate this agreement upon providing at least one year prior notice to DSL. Should any part ofthe Agreement be declared invalid, any remaining portion shall remain in full force and effect as if this Agreement had been executed with the invalid portion eliminated. Failure of either party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of such provision or in any way offset the validity of the Agreement or any part thereof or the right of such party to thereafter enforce each and every provision of this Agreement. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. Nothing contained in this Agreement, expressed or implied, is intended to confer, or shall confer, upon any individual or organization any rights or remedies under or by reason of this Agreement. ARTICLE IX - AMENDMENTS It is understood and agreed that this Agreement may not be changed, modified, or altered except by an instrument, in writing, signed in accordance with the laws ofthe State of Ohio. This contract may not be assigned or changed, modified, or altered except by an instrument, in writing, mutually agreed to and signed by all parties. Nothing in this Agreement shall be construed to constitute the relationship between DSL and Dublin as a partnership, association, or joint venture. ARTICLE X - GOVERNANCE This Agreement shall be governed by the laws of the State of Ohio. Any legal action regarding this agreement or the rights of the parties shall be brought in a court of competent jurisdiction in Franklin County, Ohio. Page 8 of8 Each party warrants that it has complied with any legal requirements necessary for it to be bound by this agreement and its terms, and that the other may justifiably rely on its terms. ARTICLE XI - INSURANCE DSL shall be responsible for its own protection/insurance from claims under worker's compensation acts, claims for damages because of bodily injury including personal injury, sickness or disease or death of any and all employees or of any person other than such employees, and from claims or damages because of injury to or destruction of property including loss of use resulting there from, and any other insurance prescribed by laws, rules, regulations, ordinances, codes, or orders. DSL shall be responsible for its own protection/insurance from auto claims, property damage claims, personal injury claims. DSL shall provide proof of insurance to the City of Dublin. Such coverages shall be at limits agreeable to the City and shall name the City as "an additional insured." ARTICLE XII - INDEMNIFICATION DSL agrees to indemnify, protect and hold harmless Dublin and its elected officials, officers, employees, and volunteers from and against any claims, costs (including reasonable attorney's fees and court costs), expenses, damages, liabilities, losses or judgments to the extent directly arising out of, or in connection with, any claim, demand or action made by any third party, if such are sustained as a direct consequence of DSL's provision of activities described in this agreement. DSL shall, at its own expense, satisfy and cause to be discharged such judgments as may be obtained against the city or any of its elected officials, officers, employees, or volunteers. IN WITNESS THEREOF, the parties hereto have executed this Agreement in triplicate originals on the day and year here above written. THE CITY OF DUBLIN DUBLIN SOCCER LEAGUE. BY: By: Jane S. Brautigam Printed Name: City Manager Title: